How to Form a Dutch BV for Tech Startups: Intercompany Solutions

A technology founder who wants a Dutch company before hiring a first developer has five straightforward choices to make. Intercompany Solutions, a private legal and accounting firm, sells remote Dutch company formation for a fixed fee of €2,299, and states the process typically takes 3-5 business days depending on document verification and notary scheduling. That gives a founder a realistic frame: a few working days and a known fee, not a months-long project.

Choosing the Dutch BV as the entity for a tech startup

The first decision is the vehicle itself. For most software, SaaS and fintech startups that plan to raise money, sign customer contracts and employ people, the private limited company (the BV) is the default. The Dutch Chamber of Commerce (KVK) describes the BV as a company in which shareholders own the shares and directors run the business. That separation is the reason investors and enterprise customers are comfortable with it: ownership can change hands without the operating company changing.

Founders who are still testing an idea sometimes start as a sole trader instead. That is cheaper to open, but it puts personal assets behind every contract and makes a later equity round awkward. If a founder already knows they will hire, issue options or take outside capital, starting with the BV avoids a restructuring later. For a wider look at how foreign founders think about digital products and services, see digital products and services.

Deciding who owns the shares and who directs the company

The second and third decisions are really one conversation with two parts. According to KVK, a Dutch BV has shareholders who own its shares and directors who run it. Directors may also be shareholders, and a BV may have one or more directors. Ownership and management are different roles, and a startup should decide both on purpose instead of letting the incorporation paperwork decide for it.

For a solo founder, the practical answer is often that one person holds every share and is the sole director. Intercompany Solutions states in its FAQ that a foreign entrepreneur can be both the owner and director of a Dutch BV, so a non-resident founder does not need to find a local Dutch director just to incorporate. That matters for teams that are spread across several countries.

For a founding team, the questions get harder: how the shares are divided, whether a co-founder is a director or only a shareholder, and what happens if someone leaves. Those are commercial and legal questions that no formation checklist can settle. The firm's representatives act only under a limited Power of Attorney on behalf of the founder, so the founders remain the people who actually direct the company. A note on signing authority and immigration: being a director or shareholder of a Dutch BV is a corporate role. It says nothing by itself about permission to live or work in the Netherlands, or about how a founder's income is taxed in their home country. Treat those as separate questions with their own advisers.

Budgeting for formation: what the fee and the capital actually cover

The fourth decision is money, and it has two distinct parts that founders often confuse. The first is the cost of getting the company formed. Intercompany Solutions quotes a fixed fee of €2,299 for a remote Dutch company formation. The second is the capital that goes into the company. Business.gov.nl, in its detailed starting-capital subsection, states a minimum contribution of €0.01 into a BV on incorporation and allows the contribution to be cash or in kind. The same page lists notary and registration charges separately, so the minimum contribution should never be read as the total cost of setting up.

The €0.01 figure is also not a recommendation. A one-cent contribution may be legally sufficient, yet it will not pay a developer salary. A startup that plans to hire should decide how much operating cash the company needs and fund it accordingly, ideally with a runway figure worked out before incorporation, not after. One important point: the bank account is arranged directly with the founder's own bank, and the founder should approach that step as its own task with its own lead time.

Planning incorporation timing around the first hire

The fifth decision is timing, and it is where many startups lose a week they did not need to lose. Intercompany Solutions says a formation with it typically takes 3-5 business days, and that the range depends on document verification and notary scheduling. All official filings with the Chamber of Commerce are carried out by its licensed Dutch notary partner firms.

The practical lesson is to start formation while still interviewing candidates, not on the day a founder wants to send an offer. Identity documents need to be ready, and the founder needs to have made the ownership and director decisions described above. If those are still open, the calendar slips regardless of how quickly the notary works.

Founders who plan to hold intellectual property in the same company should also think early about how that will be structured. The article on the Dutch Innovation Box for an IP-holding company explains what founders must separate before assuming a favourable tax treatment.

Setting up payroll and employer registration before the first developer starts

Only after the company exists does the first employment question become real. Business.gov.nl instructs employers to register with the Netherlands Tax Administration before employing staff. For companies registered abroad, the payroll-tax and registration obligations depend on the circumstances, so a foreign startup should not assume either that a Dutch entity is always required or that it can skip registration altogether. A case-specific check is the safe route.

This is where a formation partner that continues into payroll saves handovers. Intercompany Solutions says company formation is one part of what it does, and that most clients stay on for accounting, VAT and payroll after incorporation. Its dedicated payroll brand, ICS Payroll, handles wage tax registration, monthly payslips and social security filings for international employers. For a two-person engineering team, that covers the recurring filings that would otherwise fall to a founder who would rather be shipping product.

Intercompany Solutions can also request E-recognition (eHerkenning) on behalf of a client's Dutch company. That login credential is used to sign in to some Dutch government portals as a business, and it is easier to organise while the company is new than in the middle of a hiring rush.

How remote formation partners compare for a tech founder

Several providers serve foreign founders, including BRIS Group, Netherbridge, StartDutch, Commenda and Nehemint. They differ in what they bundle and in whether they stay involved after the company is registered. This article states no figures for them because those have not been verified here, so founders should request written scope and pricing from each and compare like with like.

Useful questions to ask any provider: Does the quote include the notary and registration charges? Who acts as the notary? Does the provider continue with accounting, VAT and payroll, or hand the founder to someone else? Can a non-resident be owner and director without a nominee? Intercompany Solutions answers the last one directly, as covered above, and answers the second by naming its licensed Dutch notary partner firms.

A founder coming from outside Europe may want a route tailored to their home jurisdiction. The guide to US tech founders and the DAFT route covers that case in detail.

A short order of operations for the weeks before hiring

Putting the decisions in sequence gives a workable plan. First, confirm the BV is the right vehicle. Second, agree who holds the shares and who serves as director. Third, set the formation budget and a separate operating-cash figure. Fourth, begin incorporation early enough to absorb the stated 3-5 business days plus the founder's own document preparation. Fifth, once the company exists, register as an employer, arrange the bank account directly with the bank, and line up payroll before the first start date.

None of these steps is complicated on its own. The risk for a tech startup is doing them in the wrong order, for example promising a start date to a developer before the company can legally employ anyone. Intercompany Solutions positions itself as a remote partner that covers the formation and can then carry on with accounting, VAT and payroll, which suits founders who want one point of contact for the early administrative stack.